Exhibit 4.6


 


INDEPENDENT
CONSULTING AGREEMENT AMENDING AGREEMENT


 


THIS
AGREEMENT, effective as of ___________, 2021 (the “Effective Date”) is between:


 


DRAGANFLY
INC.,


 


a
company duly incorporated under the laws of the Province of British Columbia with a business address at 2108 St. George Avenue, Saskatoon,
Saskatchewan S7M 0K7,


 


‎(Hereinafter
referred to as the “Company”)


 


-and-


 


SCOTT
LARSON


 


‎(Hereinafter
referred to as the “Consultant”)‎


 


(collectively,
the “Parties”)


 


WHEREAS:


 


		A.	The
                                            Parties entered into an Independent Consulting Agreement dated July 3, 2020 (the “Independent
                                            Consultant Agreement”) setting out the terms and conditions of the Consultant’s
                                            engagement;
	 	 	 
		B.	The
                                            Company wishes to continue to engage the services of the Consultant, and the Consultant desires
                                            to continue to be engaged by the Company upon the terms and subject to the conditions of
                                            the Independent Consultant Agreement as amended by the terms of this Independent Consulting
                                            Agreement Amending Agreement hereinafter set forth;



 


NOW
THEREFORE in consideration of the promises and the mutual covenants and agreements contained in this Independent Consulting Agreement
Amending Agreement (this “Amending Agreement”), including the increase to the Consultant’s consulting fees and
the grant of restricted share units, and in exchange for the Consultant’s continued engagement, the Parties agree to amend the
Independent Consultant Agreement as follows:


 


	1.	Provision
                                            3.01 entitled “Salary Compensation” in the Independent Consultant Agreement will
                                            be replaced with the following:



 


Commencing
on the Effective Date of the Amending Agreement, the Company shall pay Executive an annual base salary of CDN$250,000.00 (the “Base
Salary”) per annum, payable monthly.


 




    	 



    	- 2 -



    

 


The
Executive will also be eligible for an “Annual Bonus” of 100% of the Base Salary, for a total potential Annual Bonus
of CDN$250,000.00. The Annual Bonus will be determined following the completion of the Company’s financial year each year, based
on performance metrics to be determined by the Company’s compensation committee in its sole discretion. The Annual Bonus for 2021
shall be pro-rated to the date of the Amending Agreement.


 


The
Base Salary and Annual Bonus shall be reviewed by the Company’s compensation committee following the completion of the Company’s
financial year each year. The Annual Bonus, if deemed to be payable, will be due to the Executive regardless of whether the term has
ended.


 


	2.	Provision
                                            3.02 entitled “Equity Awards” in the Independent Consultant Agreement will be
                                            replaced with the following:



 


Concurrent
with the execution hereof and by virtue of Executive’s position, the Company will grant the Executive 500,000 stock options to
acquire common shares of the Company (the “Stock Options”) which will vest after nine months from the Effective Date
and any common shares resulting from the exercise of such Stock Options shall be pooled over a period of six months.


 


In
addition to the Stock Options, subject to the receipt of all necessary regulatory approvals, the Company shall grant to the Executive
70,000 restricted share units (“RSU”) in Draganfly Inc., which shall vest and be governed in accordance with the Company’s
RSU plan.


 


	3.	All
                                            other terms and conditions of engagement set out in the Independent Consultant Agreement
                                            will remain unchanged and in effect.



 


	4.	The
                                            Consultant hereby releases the Company from any and all claims it has or may have arising
                                            in any way out of the terms of this Amending Agreement or the changes to its engagement as
                                            set out herein, specifically includes any claims under any applicable human rights, workers’
                                            compensation, employment standards, employment or labour legislation.



 


	5.	This
                                            Amending Agreement amends the Independent Consultant Agreement. This Amending Agreement and
                                            the Independent Consultant Agreement shall be read together and constitute one agreement.
                                            The Parties agree that the terms of the Amending Agreement will be effective on the Effective
                                            Date.



 


	6.	This
                                            Amending Agreement enures to the benefit of and binds the parties hereto and their respective
                                            heirs, executors, legal personal representatives, successors and permitted assigns.



 


	7.	If
                                            there is a conflict between any provision of this Amending Agreement and any provision of
                                            the Independent Consultant Agreement, the relevant provision(s) of this Amending Agreement
                                            are to prevail.



 


	8.	This
                                            Amending Agreement is governed by, and is to be construed and interpreted in accordance with
                                            the laws of British Columbia. The Parties irrevocably attorn to the jurisdiction to the Courts
                                            of the Province of British Columbia.



 




    	 



    	- 3 -



    

 


TO
EVIDENCE THEIR AGREEMENT the parties have executed the Amending Agreement this _______ day of _____________ 2021:


 


	 	 	 
	DRAGANFLY
    INC.	 	SCOTT
    LARSON
	 	 	 
	Authorized
    Signatory	 	(Consultant
    Signature)
	I
    have authority to bind the Corporation